Special Transition Rules for Three-Year Goal Clause Samples

Special Transition Rules for Three-Year Goal. The [fifty percent (50%)] of the target number of Performance Share Units subject to the Three-Year Goal shall be broken down into three (3) parts with one-third (33 1/3%) in each of the three (3) years subject to its own performance goal measure and Performance Period (subject in all events to the additional service and payment requirements in Section 5). The three Performance Periods (“Adjusted ROIC Performance Period 1,” “Adjusted ROIC Performance Period 2,” and “Adjusted ROIC Performance Period 3”) vary in length and are defined on Schedule A, and the three performance goal measures are based on the average of Adjusted ROIC for each fiscal year within the applicable Performance Period (“Average Adjusted ROIC 1,” “Average Adjusted ROIC 2,” and “Average Adjusted ROIC 3”) which are defined in Section 4(c) below and described in more detail on Schedule A. In allocating one-third (33 1/3%) of the target number of Performance Share Units between the three (3) Performance Periods as described in the prior sentence, any remaining fractional share of Common Stock underlying the applicable target number of Performance Share Units shall be allocated to the Adjusted ROIC Performance Period 1. All of the provisions of Section 4(a) shall apply to the calculation and payment of the Performance Share Units attributable to the applicable Performance Periods described in this Section 4(b).
View Source

Related to Special Transition Rules for Three-Year Goal

  • Special Rules for New Accounts If you are a new member, the following special rules will apply during the first 30 days your account is open. Funds from electronic direct deposits to your account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and the first $5,525.00 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, and federal, state, and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be made payable to you. The excess over $5,525.00 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S Treasury check) is not made in person to one of our employees, the first $5,525.00 will not be available until the second business day after the day of your deposit. Funds from all other check deposits will be available on the ninth business day after the day of your deposit.

  • Other Allocation Rules (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.5 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, that the application of the provisions in Section 4.5, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member. (e) The Managing Member shall amend this Article V from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Units). (f) The Managing Member may amend or interpret the provisions of this Article V as, in the Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of this Agreement.

  • Special Allocation Rules Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:

  • Allocation Rules In determining the Distributor's 12b-1 Share in respect of a particular Portfolio: (a) There shall be allocated to the Distributor and each Other Distributor all Commission Shares of such Portfolio which were sold while such Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio, determined in accordance with the transfer records maintained for such Portfolio.

  • Order of Benefit Determination Rules When a Member is covered by two or more plans, the rules for determining the order of benefit payments are as follows: